Code of Ethical Conduct

Working in a large company like Vale means every day
relate to different audiences - co-workers,
suppliers, customers, communities, etc. We also have to deal,
constantly, with the tangible and intangible assets of our company.

All these relationships must be guided by high ethical standards,
expressed in our Code of Ethics and Conduct.

It is very important that everyone knows and understands this document.
To navigate through it, you can use the expandable menu or
your own search for some specific topic in the search field below.

Letter

Dear colleagues,

This is Vale’s new Code of Ethical Conduct, which contains principles and directions to guide the professional conduct of everyone that works for our company or acts on behalf of it. This recent update sought to transform the document so that it is more detailed, simple and easy to consult.

It is always important to remember that Vale’s reputation is a direct result of the actions and daily decisions each one of us makes. For this reason, it is mandatory to always follow the Code of Ethical Conduct’s guidelines as well as to incorporate it into our daily routine.

We are counting on you to turn our company into a global standard for ethics and integrity, assuring the observance of our Code at every level, location and environment of our company.

We are proud to promote and being keepers of our Code!

Yours sincerely,
Executive Board

1 About our Code

What we believe in

Our Mission is to transform natural resources into prosperity and sustainable development.

Our Vision is to be the number one global natural resources company in creating long-term value, through excellence and passion for people and the planet.

We will achieve our Vision by working ethically, preserving our company’s reputation and following our Values:

Life matters most

Prize our planet

Do what is right

Value our people

Improve together

Make it happen

We believe that life is more important than material goods and financial results, and we incorporate this vision in our business decisions.

We are committed to economic, social and environmental development in our business decisions.

We build relationships based on trust and promote open and transparent communication, acting with respect and integrity.

We trust people and are building a work environment that is desired by all. We encourage professional and personal development and recognize people based on merit.

We believe in the power of teamwork and collaboration between departments and hierarchical levels, pursuing simplification, continuous improvement and long-term value.

We are engaged, responsible and disciplined in our efforts to generate results and overcome challenges. We act with a focus on excellence.

Who must follow our Code of Ethical Conduct

The general rules of ethical conduct contained in this Code must be respected by members of Vale’s Board of Directors and its advisory committees, by members of the Audit Council, by the chief executive officer and other executive officers, by employees, interns, service providers and by any other persons who act on behalf of Vale or its subsidiaries. Other organizations in which Vale holds a stake should follow this Code’s rules as widely as possible.

How to apply our Code of Ethical Conduct

We must understand and respect our Code of Ethical Conduct, other Vale policies and rules, the legislation applicable in the locations in which we operate and any applicable international legislation.

If a law or custom conflicts with the guidelines in our Code, we should always
follow the stricter criterion, in line with the highest standards of ethical behaviour.

Some situations are challenging to interpret. If you are uncertain about how to act, use the
following questions to evaluate your conduct:

Does the conduct comply with our Code, policies, values and prevailing laws?

Am I sure I do not need to consult other people or areas of our company?

If my conduct were to be published in a newspaper or posted online, would it harm either Vale’s or my reputation?

Would I feel embarrassed if my family and friends found out about my conduct?

Does the conduct comply with our Code, policies, values and prevailing laws?Am I sure I do not need to consult other people or areas of our company?If my conduct were to be published in a newspaper or posted online, would it harm either Vale’s or my reputation?Would I feel embarrassed if my family and friends found out about my conduct?

<

>

If you are still unsure after doing this analysis, review Vale’s policies and ask for guidance from
your manager, the Human Resources area, the Ethics and Conduct Office, or the appropriate regulatory area.
If you are a service provider, talk to your company’s representative; if you do not obtain a proper
solution, ask your Vale contract manager for help.

Report any unsafe act or condition in the work environment, as well as work-related accidents or illnesses, using the proper internal channels and procedures.

Working together to ensure health and safety

We believe that all workers have the right to a healthy and
safe work environment. We honour our commitment to achieving
Zero Harm through robust management practices, safe equipment
and facilities, as well as behavioural and cultural evolution
based on Active Genuine Care.

Zero Harm:The continuous drive to prevent losses caused by risks to physical and mental health. The absence of accidents, incidents and events that have a negative impact on people’s lives, the environment and the community.

Reference documents

Sustainability Policy.

Expected conduct
to respect human rights

Respect the human rights of all the people with whom you interact in your work;

Monitor risks of human rights violations in our operations, projects and the communities where we operate, to voluntarily identify, prevent, mitigate and rectify possible negative impacts;

Never condone sexual exploitation of children and adolescents and always support the fight against it;

Never condone child labour and always support the fight against it;

Never condone any kind of employment practice that could be interpreted as equivalent to forced or slave-like labour and always support the fight against it;

Respect the prevailing legislation, the rights, the relationships with the territories and the way of life of the communities in areas influenced by Vale's operations and projects, including Indigenous peoples.

Respecting human rights

Human rights: Rights and freedoms of all human beings as described in The International Bill of Human Rights of the United Nations (UN) and the fundamental conventions of the International Labour Organization (ILO).

Indigenous people and traditional communities: Individuals and groups that originated in a particular place, are culturally different from later residents and that acknowledge their own unique identity and social organization methods. Individuals and groups that occupy and use territories and natural resources as part of their cultural, social, religious, ancestral and economic livelihood, using knowledge, innovations and rules that are transmitted through traditions.

Influenced areas: Areas used by a project or operation or areas where risks and socio-environmental impacts were mapped during the licensing process.

Reference documents

Human Rights Policy and Sustainability Policy.

Expand

Expected conduct
to promoting an inclusive and diverse work environment

Underpin all your relationships with respect, recognizing other people’s qualities and rights;

Work collaboratively, encouraging diversity of ideas and stimulating constructive dialogue;

Never allow personal characteristics to interfere in work or limit professional development;

Recruit, recognize, promote and remunerate based on merit, with equivalent opportunities for all professionals. Seek to expand diversity when building your team;

Act and make decisions without prejudice, discrimination or individual preferences. Promote a work environment that reflects this conduct;

Report any prejudicial or discriminatory conduct you have experienced or your colleagues have experienced in your presence;

Do not allow your words and actions to harm work relationships or cause embarrassment in others and avoid offensive or derogatory words, nicknames or jokes;

Respect everyone’s religious beliefs, as well as every person’s right not to take part in religious activities;

Respect everyone’s political ideologies and never conduct any political activity or advertising while on the company’s premises;

Never use your position to impose your political or religious opinions on others;

Never associate the Vale brand with any political or religious activity without a competent prior authorization;

Respect people’s freedom of association and collective bargaining.

Promoting an inclusive and diverse work environment

We value diversity and include everyone, without
exception, giving opportunities based on merit.
We ensure that everyone develops their own potential,
regardless of their culture, ideas, opinions, disability, gender,
ethnicity, origin, political convictions, religious beliefs, generation,
civil status, union membership status, social class, sexual orientation
and level of education. We are committed to
creating a welcoming and dialogue-rich environment
in which everyone feels included.

Respect: Allowing other people to express their opinions without discriminating against or punishing them. Recognizing, accepting and valuing other people’s qualities and rights and treating people the way we would like to be treated.

Bullying: Repetitive attacks against people using rude and improper words or gestures, malicious comments, prejudiced or discriminatory insults, intimidation, rumours or inappropriate jokes that humiliate people and/or even cause them to leave work.

Sexual harassment: Putting pressure on someone to try to obtain a sexual advantage or favour; making undesired sexual advances, indecent comments or jokes and obscene observations; promising or giving a job, promotion, pay or special treatment in exchange for sexual favours; inappropriate or undesired touching; posting or sharing obscene images, objects or materials; or simply placing someone within an unwanted sexual context.

Freedom of association and collective bargaining: The freedom to associate with any labour union, regardless of its size or relevance, without suffering discrimination. Furthermore, the freedom to express opinions in periodic negotiations of collective bargaining agreements and to attend meetings hosted by unions.

Reference documents

Human Resources Policy, Human Rights Policy and Cultural Policy

Expand

Expected conduct
to care the environment

Respect legal requirements, such as environmental regulations and permits.

Report any environmental incidents or accidents to the responsible Vale area.

Develop and operate projects in a way that minimizes environmental impacts and avoids environmental liabilities.

Achieve the company’s targets related to sustainably consuming resources such as water, electricity and fuel, as well as to reducing atmospheric emissions and residues.

Ensure that hazards, risks and potential environmental impacts are identified and controlled according to applicable legislation throughout each project’s lifecycle.

Caring for the environment

We manage risks and impacts, aiming for Zero Harm
for employees and the communities where we are present.
We strive to be recognized by all our stakeholders as an agent that
generates positive social, economic and environmental legacies
in the regions where we operate, thereby obtaining our social licence.

Social license: The acceptance from society, the company’s stakeholders and the general public, especially from local communities, considering the dimensions of global, legal and social consent, to operate the company’s business practices.

Environmental liabilities: The obligation (legal or voluntary) to recover a degraded area or remediate a contaminated area.

Environmental incident: Non-planned event that resulted in, or that could have resulted in, an environmental impact.

Environmental accident: Non-planned event that resulted in an environmental impact.

Environmental regulations: Conditions, restrictions, control measures and socio-environmental programs described in a permit or in a licensing process.

Reference documents

Sustainability Policy.

Expand

Expected conduct
to Compete fairly

Never agree on prices, production levels or market strategies with competitors, nor adopt any other practice that limits free competition;

Avoid contact with competitors, except on specific occasions such as conferences;

In dealing with competitors, only share public information;

Only obtain information on competitors through legal means and public sources;

Never share confidential information of competitors with whom you have previously worked or to whom you have provided services;

Never allow money laundering. Report situations that could constitute this practice, such as large cash payments or payments made by parties not involved in a transaction;

Collaborate with supervisory authorities and with internal and external auditors.

Competing fairly

We believe that free competition is the best way to promote
a fair and healthy business environment. We act with integrity and
promote a business environment that is free of fraud and manipulation.
We are committed to sharing high-quality and accurate
data both internally and externally,
assuring that no relevant information is omitted.

Public information: Information that can be shared with the external public and is available in the public domain, such as Vale’s institutional websites and those shared with shareholders and members of the media through competent areas.

Money laundering: A practice that aims to hide or to disguise the origin, nature, location, availability, movement, or possession of goods, values, financial assets, patrimony, or rights, and/or attempts by unlawful means to hinder the tracking of their origin or to forge their legality.

Expected conduct
to avoid theconflicts of interest

Never make decisions or influence negotiations that could benefit you, a relative, a financial dependent or those with whom you have romantic relationships;

Never influence or participate in recruitment and selection decisions involving relatives or those with whom you have romantic relationships;

Never be a business partner with, never receive any financial benefit from, and never perform any kind of administrative, supervisory, regulatory, managerial or advisory role for, any of Vale’s competitors, any company that does business with Vale, nor any company that is in a procurement or acquisition process involving Vale;

Never be a business partner with and never conduct any other kind of business involving, employees who are part of your team, employees in whose career-related decisions you participate, nor any other employee with whom the business generates conflicts of interest;

Never request or receive any pay or benefits of any kind from any of Vale’s suppliers, competitors, clients or their representatives as a bargaining tool to obtain improper advantages;

Never request or receive any pay or benefit of any kind from any of Vale’s suppliers, competitors, clients or their representatives that violates internally-established values and levels of approval;

Never remain in a professional relationship involving direct or indirect subordination with an employee or a service provider if you are related, if the person is financially dependent upon you or if you are romantic partners.

Always inform your manager about situations that could represent conflicts of interest, and always perform your duties to rectify such situations.

Avoiding conflicts of interest

While making decisions on Vale’s behalf
we only consider the company’s interests. We never influence
or make decisions that generate improper benefits for ourselves
or for people with whom we have relationships, even if our actions
cause no loss of any kind for the company.

Conflict of interest: Conflicts happen when someone acts, influences or makes decisions motivated by interests different from Vale’s. They may be caused by relationships of any kind and may occur while performing activities inside or outside the company, or through benefits offered to you or third parties.

Relatives: For the purposes of this Code, relatives are deemed to include one’s spouse, partner, father, mother, stepfather, stepmother, child, stepchild, parent-in-law, child-in-law, sibling, sibling-in-law, grandparent, grandchild, uncle and aunt, nephew and niece, mother-in-law of a sibling, and first cousin.

Financial dependents: People who depend completely or partially on the income of a third party for their livelihood.

Pay or benefits: Any kind of gift, hospitality or other items or services of financial value, including money, discounts, vouchers, airline tickets, accommodations and loans.

Expand

Expected conduct
to fight against corruption

Do not offer, promise, give, transfer, receive or authorize a bribe of any kind.

Respect our Global Anti-Corruption Program and all applicable anti-corruption and anti-bribery laws and regulations;

Do not make facilitating payments unless there is an imminent threat to your safety or freedom, or to someone else’s safety or freedom.

In the case of making facilitating payments, be accurate and complete when recording payments or financial transactions in our books and records;

Be aware and report any suspicion of bribery or any violation of our Global Anti-Corruption Program.

Fighting against corruption

We have zero tolerance for corruption and believe that the abuse of
entrusted power for personal gain is not a fair way to
operate a business. It is strictly prohibited by Vale to offer or receive
any gifts, favours or anything else of value, directly or
indirectly, to improperly influence a decision or gain an unfair
advantage, once these situations are considered bribery.

Corruption: The abuse of power or authority to obtain advantages or to influence decisions. The most common act of corruption is bribery.

Bribery: The act of offering, donating or receiving something of value in exchange for undue treatment to, or by, a company, government official or government authority.

Things of value: Anything that provides a benefit, including cash or cash equivalents, goods or properties, gifts, hospitalities. It also may include intangible benefits, such as inside information, stock tips, or assistance in arranging a business transaction.

Facilitating payments: Payments made to speed up or guarantee ordinary governmental procedures, such as processes to obtain charters or licenses.

Reference documents

Anti-Corruption Policy.

Expand

Expected conduct
to use company resources correctly

Dedicate your working hours to performing professional activities related to Vale. Other activities should preferably be done during lunchtime and other breaks;

Strive to protect the company’s assets, especially those for which you are responsible, such as Personal Protective Equipment (PPE), vehicles, equipment, furniture, radio sets, computers and phones;

Never use or loan the company’s goods for personal purposes;

Only use your corporate credit card in line with the company’s rules and always keep your expense records up-to-date.

Using company resources correctly

Vale’s assets must be used only to perform the
professional activities needed to conduct our business.

Never allow suppliers to provide any services or materials that are not itemized in procurement documents, even if this seems to benefit Vale.

Protect the information used in relationships with suppliers and bidders, such as technical, commercial, strategic, registration, financial and managerial data, whether it belongs to Vale or third parties;

Never maintain commercial relations with suppliers that do not act in line with our standards of ethical behaviour.

Working with suppliers

We operate in partnership with companies of many sizes and in several
locations. We believe that suppliers must be selected and managed
in an honest, transparent and ethical way.
We solely work with suppliers that practice
our Values.

Bidder: Individuals or legal entities that are formally bidding to become a supplier to Vale.

Reference documents

Suppliers' Code of Ethics and Conduct and Anti-Corruption Policy

Expected conduct
to exchange gifts

Receive and offer gifts and hospitality in a transparent, open way and only at opportune moments;

Refuse and never offer gifts and hospitality in exchange for favours, benefits or advantages, or that are aimed at influencing the receipt, procurement or maintenance of business deals;

Ensure that all gifts and hospitality received and offered by Vale respect internally-established values and levels of approval;

Never accept or offer gifts or hospitality in cash or equivalent forms, such as gift vouchers or other vouchers involving external stakeholders.

Exchanging gifts

We encourage the forging of good relations between Vale and
its different external stakeholders. The exchange of gifts or hospitality can
help to build or enhance professional relationships. However,
this practice must never be conducted to influence decisions or obtain
any improper advantages.

Gifts: Includes items such as wine, flowers, vouchers, gift baskets and tickets for entertainment or sports events or airline trips.

Hospitality: Any social entertainment used to promote Vale and its businesses, such as trips or transportation to Vale’s sites, meals, or tickets to sports events, concerts or other social events.

External stakeholders: External groups with whom we have relationships, including clients, suppliers, service providers, members of the media, investors, communities, and government officials or authorities.

Reference documents

Suppliers’ Code of Ethics and Conduct and Anti-Corruption Policy

Expand

Expected conduct
to protect our information

Be careful when talking about our business information in informal environments and public areas, because you never know who might be listening.

Never use Vale’s information and content for private purposes, nor for any use that is not aligned with the company’s objectives and without the proper approval.

Only share Confidential, Restricted and Internal Information with authorized people who need it.

Share public information preferably through the appropriate corporate channels, such as the Communications and Investor Relations areas.

Only share business information with external parties when this is in Vale’s interests, and only after receiving the necessary internal approval.

Report information security incidents, such as the disclosure, unauthorized modification, loss or theft of business information and the improper use or sharing of credentials, such as name badges and access passwords.

Protecting our information

We act proactively to protect Vale’s digital,
printed and intellectual information, as this information is an
important competitive advantage. We understand that all
information produced through our activities at the company
belongs to Vale.

Never criticize colleagues or Vale on social networks or in other channels in a way that could improperly expose our employees or our company. Instead, submit criticism or allegations to the company’s official channels.

Only use Vale’s name and brand to represent the company institutionally. Never use them to obtain any kind of benefit.

Representing Vale

Vale is represented institutionally by different areas that
interact with clients, governments, investors, shareholders, journalists,
communities and employees, among other parties.
We believe these relationships should be founded on
mutual respect and alignment with our Values, regardless
of location and situation. Dialogue is always the best way to
settle conflicts.

3 We are the keepers of the Code

Keeping yourself updated

Take the mandatory periodic training
courses we provide regarding the Code of
Ethical Conduct and other related topics.
Stay up-to-date on all the
policies, rules and procedures
related to your duties.

Reporting violations

Whenever you witness or suspect any
violation of the Code, it is your responsibility to report
the incident to your manager, the area that manages the
process involved, or Vale’s Ethics and Conduct Office. This way,
we will help our company to maintain the
highest standards of ethics and integrity.

Allegations made in good faith will never
be used to retaliate against or intimidate any whistleblowers.

Investigations of allegations are coordinated by the
Ethics and Conduct Office, are conducted carefully
according to local legislation, and will protect the
rights of the whistleblower and the accused party. Investigations
are conducted by the Ethics and Conduct Office,
Corporate Security, Audit Department, Corporate Integrity, or
other areas that the Ethics and Conduct Office
deems relevant to the allegation. The Ethics and Conduct
Office is committed to keeping the identity
of whistleblowers strictly confidential.

For more information about the use of the Ethics Channel,
visit the Ethics and Conduct Office page on the intranet
or on Vale’s internet site (http://www.vale.com).

Consequences of violations

Violations of this Code and Vale’s other policies, rules,
procedures and guidelines will result in
consequences for the offenders that may include
verbal or written warning, suspension or dismissal.
Disciplinary measures are applied in line with
the type and severity of each violation, guidance
from Vale’s Ethics Committee, and applicable legislation.

Responsibility for this Code

Vale’s Executive Board is responsible for ensuring
this Code is implemented and for proposing improvements
and updates to be considered by the Board of Directors
whenever necessary.

Questions regarding how to interpret this Code, its scope, or
procedures related to it should be addressed to the Ethics and Conduct Office, which will pass questions on to other areas
to be answered when appropriate.

Vale’s reputation is built by our everyday conduct
and by our daily decisions. Thus, our behaviour
should always align with the company’s Values and this Code of
Ethical Conduct. Please remember:
caring for our company’s reputation and integrity is
a responsibility we all share.